ADDENDUM AGREEMENT

This ADDENDUM AGREEMENT (this "Addendum Agreement ") is made this 1^st day of December, 2015 by and between Phillips 66 Partners Holdings LLC, a Delaware Corporation (the "Acquirer"), and Bayou Bridge Pipeline, LLC, a Delaware limited liability company (the "Company''"), pursuant to the terms of that certain Limited Liability Company Agreement of the Company, dated as of July 9, 2015 (as the same may be amended, supplemented and restated from time to time, including all appendices and exhibits thereto, the "LLC Agreement""). Capitalized terms used but not otherwise defined in this Addendum Agreement shall have the meanings ascribed to them in the LLC Agreement.

WHEREAS, the Company and the Members entered into the LLC Agreement to impose certain restrictions and obligations upon themselves, and to provide certain rights, in each case, with respect to the Company and the Member Interests (and associated Units); and

WHEREAS, the Company and the Members have required in the LLC Agreement that all Persons to whom Member Interests (and associated Units) of the Company are transferred and all other Persons acquiring Members Interests (and associated Units) must enter into an Addendum Agreement binding the transferee or acquirer to the LLC Agreement to the same extent as if such transferee or acquirer was an original party to the LLC Agreement and imposing the same restrictions and obligations on such transferee or acquirer and the Members Interests (and associated Units) to be acquired by such transferee or acquirer as are imposed upon the Members under the LLC Agreement;

NOW, THEREFORE, in consideration of the mutual promises of the parties hereto and as a condition of the transfer or acquisition by the Acquirer of the Member Interests (and associated Units) being so transferred or acquired (the "Subject Interests""), the Acquirer acknowledges and agrees as follows:

1.The Acquirer has received and read the LLC Agreement and acknowledges that the Acquirer is acquiring the Subject Interests subject to the terms and conditions of the LLC Agreement.

2.The Acquirer (a) agrees that the Subject Interests are bound by and subject to all of the terms and conditions of the LLC Agreement, and (b) hereby joins in, agrees to be bound by and shall have the benefit of all of the terms and conditions of the LLC Agreement to the same extent as if the Acquirer were an original party to the LLC Agreement. This Addendum Agreement shall be attached to and become a part of the LLC Agreement.

3.The Acquirer hereby represents and warrants to the Company and the Members, as of the date hereof, to the matters set forth in Section 2.10 of the LLC Agreement.

ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, WITHOUT REGARD

By: Phillips 66 Partners LP, its Sole Member

By: Phillips 66 Partners GP LLC, General Partner of

Phillips 66 Partners LP

By:    /s/ J.T.Liberti                                

Name:    J.T. Liberti

Title:    Vice President and Chief Operating Officer

Title: Board Director

Title: Board Director

Title: Board Director